Shroud walks out of the darkness, carrying the masked man that was trying to strangle him earlier, whom he pulled out of the van before the explosion. Shroud reveals to Spidey that he's managed to separate the mask from its wearer and adds, sarcastically, that he appreciates Spidey’s grief at the thought of his demise. Spidey replies that he is as much a crook as the three masked men were. Shroud retorts that he's all that's containing the masks and asks Spidey if he's willing to unleash a potentially unstoppable menace on the City just to get him. Just then, a loud screeching noise is once again heard, causing Shroud not to be able to concentrate and maintain the darkness imprisoning the masks. A burst of red light suddenly gushes out of the darkness, sending the two of them slamming into the ground. As Spidey and Shroud return to their feet the two masked men, who are now but skeletons with masks, advance upon them and start blasting them with their eyebeams. As this takes place, Shroud explains to Spidey that the masks must be like parasites converting their hosts into energy and as a result, burned out their hosts escaping from the darkness. As the two masked men blast them, Spidey comments that they still have plenty of juice left. Just then, having exhausted their hosts, the masks separate themselves from them and attack Spidey and Shroud. Shroud is able to stop one of the flying masks by trapping it inside his darkness but the screeching is too much for Spidey to bear and the other mask lashes onto Spidey's head.

Marla Jameson is on the phone with her husband, J. Jonah Jameson, and they are arguing over the fact that Jonah spends too much time at the Daily Bugle and not enough time with her. After slamming the phone in his face, she dials another number and she tells whomever she is speaking to that she needs someone to talk to.

Robbie Robertson and J. Jonah Jameson are discussing the Daily Bugle's new design. Jonah is still not satisfied with the content. Robbie comments that the Washington Post would jump at any of their stories and hands a picture of Spider-Man to Jonah, asking him what they are suppose to do about pictures, since they need some. Tearing the picture apart, Jonah tells Robbie that the new Bugle operates on a higher standard than that. Robbie replies that Spider-Man sells newspapers to which Jonah replies that, with his approval (i.e. Robbie's), he would like to eliminate the wall-crawler from the Bugle, unless he's legitimate news. He adds that, short of that, he shouldn't be mentioned in the Bugle pages anymore, unless it's on the obituary page.

Feeding off Spider-Man's unique powers, the mystical mask is as powerful as they’ve ever been. Knowing full well that Spidey's power cannot be allowed to fuel the mask, Shroud imprisons Spidey inside his darkness. While in there, Spidey relives every painful moments of his life in agonizing details. The mystical mask speaks to him and explains that they are the fearsome familiars of great crimson Cyttorak, traded to the mortal, Dr. Strange, in barter for service rendered. It goes on explaining that, though the mansion was destroyed, they were still bounded to the building by Strange's sigil, his mark of power, until he – Spider-Man – moved it (in last issue). It then tells Spidey to show him his fears, which is their source of subsistence. Spidey tells the mask of Cyttorak that he is afraid sometimes but he's got so many people that love him that fear just doesn't mean that much to him anymore. The mask is confused and does not understand what love is. The only thing it knows is fear and to him, fear is life and life is fear.

Noticing how odd it is that the masks (of Cyttorak) are frozen in place, distracted, leaving Spidey open to attack, Shroud enters into the darkness and hopes to concentrate all his will into a single blow to try and separate Spidey and the mask. But as he comes near Spidey, Spidey somehow becomes aware of his presence and knocks him out cold with a single punch. Spidey is then able to take the mask off probably due to it being confused about the whole love thing. As he does so, the other two masks, which were supposed to have been destroyed, resurface and the screeching starts once again. Unable to count on Shroud for help – he is still unconscious – Spidey grabs the mask he was wearing and swings off, with the other two masks in tow. He heads over to a nearby construction site where he activates the mixer of a parked concrete truck. He then waits for the other masks to make their next move. Having missed their mark with their first plunge, the masks turn around in mid-air and come back for more. Still holding the mask he was wearing earlier, Spidey tosses it towards the other two and the three of them slam into each other right under the chute of the concrete mixer. With amazing swiftness, Spidey pulls on one of the levers on the side of the truck and concrete begins pouring over the three masks. The concrete is not coming out fast enough however and the masks start to break free. Fortunately for Spidey, darkness, courtesy of Shroud, suddenly envelops him and the masks somehow become frozen. When the darkness clears, the masks are now shrunken heads in concrete and Shroud is nowhere to be found. Spidey picks up the concrete remains and swings off into the night.

Meanwhile in Queens, two crooks are breaking into an abandoned meat-packing warehouse, as they have seen people going in and out of the place seemingly storing something in there. When they do manage to enter into the warehouse, they are horrified at the sight of several bodies of dead people hanging from the ceiling.